Neles Corporation: Proposals of the Shareholders’ Nomination Board regarding the composition and remuneration of the Board of Directors

The Shareholders' Nomination Board of the Neles Corporation (“Neles”) presents the following proposals to the next Annual General Meeting to be held on March 26, 2021. The proposals will be included in the notice to the Annual General Meeting to be published at a later date and concern the term of office of the Board of Directors expiring at the Annual General Meeting 2022.  

Proposal for the composition of the Board of Directors 

The Shareholders' Nomination Board proposes that  

• the number of Board members be seven 
• Jaakko Eskola be elected as the Chair  
• Perttu Louhiluoto be elected as Vice-Chair, and  
• Anu Hämäläinen, Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon be re-elected as Board members.

The CVs of Jaakko Eskola and Perttu Louhiluoto are available as attachment to this release. The current members of the Board of Directors are presented on Neles’ website at https://www.neles.com/investors/governance/board/. 

The proposed Board members have all given their consent to be elected. Jukka Moisio, Britta Giesen and Petter Söderström have informed that they are not available for re-election to Neles’ Board of Directors.

All proposed Board members have been assessed to be independent of the company. With the exception of Jukka Tiitinen and Niko Pakalén, the proposed Board members are independent of significant shareholders. Jukka Tiitinen has been assessed to be dependent on Valmet Corporation due to his position of Area President, Asia Pacific of Valmet Corporation. Niko Pakalén has been assessed to be dependent on Cevian Capital Partners Ltd due to his position of Partner at Cevian Capital AB. 

Proposal for the remuneration of the Board of Directors 

The Shareholders’ Nomination Board proposes that the fixed annual remuneration to the Board of Directors remains unchanged as follows: 

• The Chair of the Board shall be paid EUR 115,000, the Vice-Chair shall be paid EUR 65,000 and each member of the Board EUR 50,000.  
• The Chair of the Audit Committee shall be paid EUR 15,000 and each member of the Audit Committee EUR 7,500.  
• The Chair of the Remuneration Committee shall be paid EUR 7,500 and each member of the Remuneration Committee EUR 3,750.  

The Shareholders' Nomination Board proposes that as a condition for the fixed annual remuneration, the members of the Board of Directors be obliged, directly based on the Annual General Meeting's decision, to use approximately 40% of the total annual remuneration for purchasing Neles’ shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of Neles’ Half Year Review. Neles Corporation is proposed to compensate the transaction costs and costs related to the applicable asset transfer tax arising from the share purchases. The tax deduction for the entire annual fee will be made from the cash amount.  

The Shareholders' Nomination Board further proposes that a meeting fee of EUR 800 be paid for each virtual Board and Committee meeting (e.g., by a conference call or meeting application). If physical presence of the Board member is required, the meeting fees be paid as follows: 

• a fee of EUR 800 be paid to the members of the Board that reside in the Nordic countries
• a fee of EUR 1,600 be paid to the members of the Board that reside in other European countries, and 
• a fee of EUR 3,200 be paid to the members of the Board that reside outside Europe. 

The meeting fees will be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the company.

Composition of the Shareholders’ Nomination Board 

Members of the Shareholders’ Nomination Board are Mikko Mursula, Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company (Chair); Pasi Laine, CEO, Valmet Corporation; Philip Ahlgren, Vice President, Cevian Capital AB, and Jukka Moisio, Chair of Neles’ Board of Directors. Further information about Shareholders’ Nomination Board can be found at https://www.neles.com/investors/governance/nomination-board/.

NELES CORPORATION

For further information, please contact:  

Mikko Mursula, Chair of the Shareholders’ Nomination Board, Tel: +358 50 3803016, Email: mikko.mursula@ilmarinen.fi

Investor inquiries:

Rita Uotila, Vice President, Investor Relations, Neles Corporation, Tel: + 358 400 954141, Email: rita.uotila@neles.com  

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Neles is one of the leading providers of mission-critical flow control solutions and services for process industries. With our global team of experts and innovative solutions, we help our customers to improve their process performance and ensure safe flow of materials. Neles is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 660 million in 2019. Neles employs about 2,900 people in around 40 countries. Neles was created in the partial demerger of Metso Corporation, and trading in Neles stock started on July 1, 2020.

www.neles.com, Twitter.com/nelesflow